Last update: August 17, 2024 IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 11. PLEASE READ THE AGREEMENT CAREFULLY.
1. ACCEPTANCE OF TERMS
Nesa Labs Inc., and its parent and affiliates (“We”, “Us”, “Our” or "Nesa") provides a platform that allows applications, protocols and smart contracts to seamlessly integrate with Artificial Intelligence (“AI”), and users to easily use AI services.
This Terms of Service (these "Terms" or this "Terms of Service") is entered into by and between you and Nesa, and governs your access to and use of the Nesa platform located at https://nesa.ai, through the Nesa Chain (defined below) or Nesa’s other services for individuals, along with any associated software applications and websites, mobile and desktop applications or browser plugins (collectively, the “Nesa Platform”), and includes all text, images, videos, audio, code and other materials and all of the features, and services provided (collectively, the "Content"). The Nesa Platform, and any other features, tools, materials, or other services offered from time to time by Nesa are referred to here as the "Service."
The “Nesa Chain” means the Nesa systems accessible via Nesa websites and their subpages (including, but not limited to, https://nesa.ai/, https://beta.nesa.ai/ and https://www.legacy.nesa.ai/ playground), the Nesa Chain SDK (https://github.com/nesaorg/nesa.js), and any Nesa Cross-chain Interactions. The terms of service for developer users of the Nesa Chain are available under Developer Terms of the Nesa website.
Please read this Terms of Service carefully before using the Service. By using or otherwise accessing the Service, or clicking to accept or agree to these Terms where that option is made available, you (1) accept and agree to these Terms (2) consent to the collection, use, disclosure and other handling of information as described in Our Privacy Policy located at https://www.nesa.ai/privacy and (3) agree to and accept any additional terms, rules and conditions of participation issued by Nesa from time to time. If you do not agree to the Terms, then you may not access or use the Content or Services.
2. MODIFICATION OF TERMS OF SERVICE
Except for Section 15, providing for binding arbitration and waiver of class action rights, Nesa reserves the right, at its sole discretion, to modify or replace this Terms of Service at any time. The most current version of these Terms will be posted on Our website located at https://www.nesa.ai/terms. You are responsible for reviewing and becoming familiar with any such modifications. Use of the Services by you after any modification to the Terms constitutes your acceptance of these Terms of Service as modified.
3. REGISTRATION AND ACCESS
A. Minimum Age You must be at least 13 years old or the minimum age required in your country to consent to use the Terms and the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services.
B. Registration You must provide accurate and complete information to register for an account to use Our Services. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf. You further represent that you are otherwise legally permitted to use the Service in your jurisdiction, including owning cryptographic tokens of value, and interacting with the Services or Content in any way. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that Nesa is not liable for your compliance with such laws.
4. Using Our Services
A. Acceptable Uses Subject to your compliance with these Terms, you may access and use Our Services. In using Our Services, you must comply with all applicable laws as well as Our Sharing & Publication Policy, Usage Policies, and any other documentation, guidelines, or policies We make available to you.
B. Prohibited Uses You may not use Our Services for any illegal, harmful, or abusive activity. For example, you may not:
- Use Our Services in a way that infringes, misappropriates or violates anyone’s rights.
- Modify, copy, lease, sell or distribute any of Our Services.
- Attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of Our Services, including Our models, algorithms or systems (except to the extent this restriction is prohibited by applicable law), subject to the terms of service governing developer users, available here.
- Automatically or programmatically extract data or Output (defined below).
- Represent that Output was human-generated when it was not.
- Interfere with or disrupt Our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations We put on Our Services.
- Use Output to develop models that compete with the Nesa Platform.
C. Software Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure you’re using the latest version. Our software may include open-source software that is governed by its own licenses that We have made available to you.
D. Third Party Services Our Services may include third party software, products, or services, (“Third Party Services”) and some parts of Our Services, like Our browse feature, may include output from those services (“Third Party Output”). Third Party Services and Third Party Output are subject to their own terms, and We are not responsible for them.
E. Feedback We appreciate your feedback, and you agree that We may use it without restriction or compensation to you.
5. CONTENT
A. Your Content You may provide input in the form of text or digital media to the Services (“Input”) and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to Our Services.
B. Ownership of Content As between you and Nesa, by submitting Content to the Nesa Platform, you grant Nesa a world-wide, perpetual, royalty-free, and non-exclusive license to reproduce, modify, adapt, and publish your Content in connection with the Nesa Platform. You represent and warrant that (a) you own and control all of the rights to the Content that you post or you otherwise have the right to post to the Nesa Platform; (b) your Content is accurate and not misleading; and (c) use and posting of your Content does not violate this Terms of Service and will not violate any rights of or cause injury to any person or entity. Without limiting any of these representations or warranties, Nesa has the right (though not the obligation), in Nesa’s sole discretion, to terminate or deny access to and use of the Nesa Platform to any individual or entity for any reason.
C. Our Use of Content We may use Content to provide, maintain, develop, and improve Our Services, comply with applicable law, enforce Our terms and policies, and keep Our Services safe.
D. Opt Out If you do not want Us to use your Content to train Our models, you can opt out by emailing us at [email protected]. Please note that in some cases this may limit the ability of Our Services to better address your specific use case.
E. Accuracy AI and machine learning are rapidly evolving fields of study. We are constantly working to improve Our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of Our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.
When you use Our Services you understand and agree:
- Output may not always be accurate. You should not rely on Output from Our Services as a sole source of truth or factual information, or as a substitute for professional advice.
- You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
- You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
- Our Services may provide incomplete, incorrect, or offensive Output that does not represent Nesa’s views. If Output references any third party products or services, it does not mean the third party endorses or is affiliated with Nesa or the Nesa Platform.
6. TERMINATION AND SUSPENSION
A. Termination You are free to stop using Our Services at any time. We reserve the right to suspend or terminate your access to Our Services or delete your account if We determine:
- You breached these Terms or Our Usage Policies.
- We must do so to comply with the law.
- Your use of Our Services could cause risk or harm to the Nesa Platform, Our users, or anyone else. We also may terminate your account if it has been inactive for over a year. If We do, We will provide you with advance notice.
B. Discontinuance of Service We may decide to discontinue Our Services, but if We do, We will give you advance notice.
7. REPRESENTATIONS, WARRANTIES AND RISKS
A. Warranty Disclaimer You expressly understand and agree that your use of the Service is at your sole risk. The Service and the Content are provided on an "AS IS" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge that Nesa has no control over, and no duty to take any action regarding: (i) which users gain access to or use the Service; (ii) what effects the Content may have on you; (iii) how you may interpret or use the Content; or (iv) what actions you may take as a result of having been exposed to the Content. You release Nesa from all liability arising from your access to or use of the Service or the Content. Nesa makes no representations concerning any Content contained in or accessed through the Service, and Nesa will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.
B. Risk of Regulatory Actions in One or More Jurisdictions Nesa and the Nesa Platform could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Nesa to continue to develop, or which could impede or limit your ability to access or use, the Service.
C. Risk of Weaknesses or Exploits in the Field of Cryptography You acknowledge and understand that Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to the Services or the Content, which could result in the theft or loss of your property. To the extent possible, Nesa intends to update the protocol underlying Services to account for any advances in cryptography and to incorporate additional security measures. Nesa does not guarantee or otherwise represent full security of the Nesa Platform. By using the Service or accessing Content, you acknowledge these inherent risks.
D. Application Security You acknowledge that blockchain applications are code subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Services or Content and the trustworthiness of any third-party websites, products, smart-contracts, or Content you access or use through the Service. You further expressly acknowledge and represent that blockchain applications can be written maliciously or negligently, that Nesa cannot be held liable for your interaction with such applications and that such applications may cause the loss of property or even identity. This warning and others later provided by Nesa in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Service or Content.
8. INDEMNITY
You agree to release and to indemnify, defend and hold harmless Nesa and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys' fees and court costs), claims or actions of any kind whatsoever arising or resulting from your use of the Service other than as expressly authorized by and pursuant to the terms of these Terms of Service, your violation of these Terms of Service, and any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy. Nesa reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Nesa in the defense of such matter.
9. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE NESA PLATFORM AND SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE NESA PLATFORM AND SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE NESA PLATFORM AND SERVICE IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER NESA NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF NESA HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE NESA PLATFORM OR SERVICE; THE USE OR THE INABILITY TO USE THE NESA PLATFORM OR SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE NESA PLATFORM OR SERVICE; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE SERVICE); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE NESA PLATFORM OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE NESA PLATFORM OR SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Nesa assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing the Nesa Platform or your downloading of any materials, from the Nesa Platform.
10. OUR PROPRIETARY RIGHTS
The Nesa Platform, the Service, all functionality of the Nesa Platform and Service, and all Content and all intellectual property are owned by Nesa or its licensors. You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Nesa, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create derivative works based on the Service or Content, in whole or in part. NESA CHAIN and the Nesa Logo are trademarks or service marks of Nesa and may not be used in any manner without Our express written consent.
11. BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
A. Mandatory Arbitration You and Nesa agree to resolve any claims arising out of or relating to this Terms of Service, regardless of when the claim arose, even if it was before this Terms of Service existed (a “Dispute”), through final and binding arbitration. You may opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within 30 days after the update has taken effect by filling out this form (opens in a new window). If you opt out of an update, the last set of agreed upon arbitration terms will apply.
B. Informal Dispute Resolution We would like to understand and try to address your concerns prior to formal legal action. Before either of Us files a claim against the other, We both agree to try to resolve the Dispute informally. You agree to do so by sending Us notice through an email to [email protected]. We will do so by sending you notice to the email address associated with your account. If We are unable to resolve a Dispute within 60 days, either of Us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.
C. Arbitration Forum If We are unable to resolve the Dispute, either of Us may commence arbitration with the National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable, available here (opens in a new window). Nesa will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The activities described in this Terms of Service involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.
D. Arbitration Procedures The arbitration will be conducted by video conference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be mutually agreed upon, in the county where you reside, or as determined by the arbitrator, unless the batch arbitration process described in Section 18 G. below applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of New York, New York have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.
E. Exceptions This section does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the services provided by Nesa on the Nesa Chain or intellectual property infringement or misappropriation.
F. Class and Jury Trial Waivers You and Nesa agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and Nesa knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.
G. Batch Arbitration If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and Nesa agree that NAM will administer them in batches of up to 50 claimants each (each a “Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.
H. Severability If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be nenforceable in its entirety.
12. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your intellectual property rights have been infringed, please send notice to the address below. We may delete or disable content that We believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate. Nesa Labs Inc. [email protected] Attn: Copyright Agent Written claims concerning copyright infringement must include the following information:
- A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest.
- A description of the copyrighted work that you claim has been infringed upon.
- A description of where the allegedly infringing material is located on Our site so We can find it.
- Your address, telephone number, and e-mail address.
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
- A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
13. REMOVAL OF MATERIAL UNDER U.S. DIGITAL MILLENNIUM COPYRIGHT ACT
If We receive a notice alleging that material or Content you posted on the Nesa Platform infringes another party’s copyright, We may remove that material in accordance with Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act).
14. EXPORT CONTROLS
When submitting Input to the Nesa Platform, receiving Output or when sharing Content obtained from the Nesa Platform with others, you are solely responsible for complying with U.S. export control regulations, including the Export Administration Regulations ("EAR"), and all other applicable export and import laws and regulations. These regulations may require that postings of open-source encryption code be simultaneously reported by email to the U.S. government as provided in the following: https://www.bis.doc.gov/index.php/encryption-and-export-administration-regulations-ear. Further, users residing in countries on the United States Office of Foreign Assets Control sanction list, or which are otherwise subject to a US export embargo, including Cuba, Iran, Libya, North Korea, Sudan and Syria, may not post or access content available through the Nesa Platform.
- MISCELLANEOUS
A. No Third Party Beneficiaries You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
B. Assignment You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign Our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with Our Services.
C. Survivability The following provisions of the Terms survive any termination of these Terms: SECTION 6. TERMINATION AND SUSPENSION; SECTION 7. REPRESENTATIONS, WARRANTIES AND RISKS; SECTION 8. INDEMNITY; SECTION 9. LIMITATION OF LIABILITY; SECTION 10. OUR PROPRIETARY RIGHTS; SECTION 11. BINDING ARBITRATION AND CLASS ACTION WAIVER; SECTION 15. MISCELLANEOUS.
D. Choice of Law and Choice of Forum New York law will govern this Terms of Service except for its conflicts of laws principles. Except as provided in the Dispute Resolution Section 11, above, all claims arising out of or relating to this Terms of Service will be brought exclusively in the federal or state courts of New York, New York.
E. Entire Agreement These Terms (and any additional terms, rules and conditions of participation that Nesa may post on the Nesa Platform) constitute the entire agreement between you and Nesa with respect to the Service and supersedes any prior agreements, oral or written, between you and Nesa. In the event of a conflict between these Terms and any additional terms, rules and conditions of participation, the latter will prevail over these Terms to the extent of the conflict.
F. Waiver and Severability of Terms The failure of Nesa to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
G. Statute of Limitations You agree that any claim or cause of action arising out of or related to the use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose, or another period as provided under statute or law, or be forever barred.
H. Section Titles The section titles in this Agreement are for convenience only and have no legal or contractual effect.
I. Communications Users with questions, complaints or claims with respect to the Nesa Platform or Service may contact us using the relevant contact information set forth below: Nesa Labs Inc. [email protected] Attn: Nesa Legal Team